In October 2020, the Company sold certain assets related to its Local Leads Platform, Call Marketplace and other assets not related to core conversational analytics. The purchaser is a related party controlled by a shareholder and officers of the Company. This divestiture represents a discontinued operation since the disposal enables the Company to focus more wholly on its core conversational analytics and sales engagement solution activities, and it will have a significant effect on the Company’s operations and financial results. The Company will have no further

involvement in the key strategic decision making or operations of the divested assets. Accordingly, we have presented the results of operations of these assets in the Consolidated Financial Statements as discontinued operations, net of tax, for the current and historical periods.

The Company received cash consideration at closing of approximately $2.3 million. No gain or loss on the sale of discontinued operations was recognized in the Consolidated Statement of Operations as it was sold to a related party. The net consideration received from the sale is recognized in the Company’s Consolidated Statements of Stockholder’s Equity. The sale also includes (i) contingent consideration based on the achievement of certain revenue and thresholds from the Call Marketplace, Local Leads Platform and the purchaser’s total business; (ii) certain contingent sale transaction consideration; (iii) shares of Class B common stock in the purchaser equal to the issuance of a 10% equity interest; and (iv) the cancellation of Company stock options for 1.5 million shares currently held by two officers of the Company who are involved in the transaction.

In connection with the closing, the Company also entered into an administrative support services agreement with the related party purchaser pursuant to which the Company will provide services to the related party purchaser for a support services fee, with certain guaranteed payments to the Company in the first year and conditionally in the second year following closing. Support services fees related to this arrangement totaled $6.6 million for the year ended December 31, 2021 and $1 million for the year ended December 31, 2020 and are included in the Company’s Consolidated Statements of Operations, net of the related expenses, within Service costs, Sales and marketing, Product development, and General and administrative. As of December 31, 2021 the net amount due from the purchaser of $630,000 is included in the Company’s Consolidated Balance Sheet within Prepaid expenses and other current assets.

The Company has determined that although we held a variable interests in the related party purchaser, we are not the primary beneficiary and are not required to consolidate the entity. We considered whether we have the ability to exercise significant influence over the operating and financial policies of the purchaser and do not believe these criteria were met. As a result, the Company has elected to measure the investment at cost because the equity securities do not have a readily determinable fair value. The investment balance of $341,000 was included in Other assets, net on the Company’s Consolidated Balance Sheet as of December 31, 2020. In the third quarter of 2021, the company sold its 10% equity interest for process of $400,000.

The Consolidated Financial Statements for the year ended December 31, 2020 reflect the operations of the divested assets as a discontinued operation. Discontinued operations include the following:

	Years ended December 31,
(In Thousands)	2020
Revenue	$	40,551
Expenses:
Service costs		30,972
Sales and marketing		1,801
Product development		1,909
General and administrative		718
Total operating expenses		35,400
Impairment of goodwill		469
Income from operations		4,682
Interest expense and other, net		1
Loss from discontinued operations before provision for income taxes		4,681
Income tax (benefit)		(1,109	)
Total income from discontinued operations	$	3,572